360 COMMUNICATIONS CO
8-K, 1998-06-23
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                               -------------------


                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 



                                June 23, 1998
    -----------------------------------------------------------------------
                Date of Report (Date of earliest event reported)

                           360 COMMUNICATIONS COMPANY
      -------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)





      Delaware               1 - 14108                   47-0649117
- ----------------------   -------------------   --------------------------------
(State of Incorporation) (Commission File No.) (IRS Employer Identification No.)




                  8725 W. Higgins Road, Chicago, Illinois 60631
       -------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (773) 399-2500
          -----------------------------------------------------------
              (Registrant's telephone number, including area code)





<PAGE>

Item 5. Other Events.


         On June 23, 1998,  360  Communications  Company and ALLTEL  Corporation
issued a press release  announcing  that, at separate  special  meetings held on
June 23, 1998,  the  shareholders  of both  companies  approved  the  previously
announced  proposed  merger of the two  companies.  The companies also announced
that the Federal Communications Commission has approved the transaction.  A copy
of such press release is attached hereto as Exhibit 99.1.



Item  7.  Financial Statements and Exhibits.

         (c)  Exhibits.

       
         Exhibit 99.1:  Press Release issued by 360  Communications  Company and
ALLTEL  Corporation  on June 23,  1998  announcing  that,  at  separate  special
meetings held on June 23, 1998, the shareholders of both companies  approved the
previously  announced  proposed merger of the two companies.  The companies also
announced   that  the  Federal   Communications   Commission  has  approved  the
transaction.

        
                                       -2-

<PAGE>

                                    SIGNATURE


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                             360  Communications Company


                                             By: /s/ Jeffery R. Gardner
                                                 Jeffery R. Gardner
                                                 Senior Vice President - Finance
                                                 
 


Date:  June 23, 1998




                                       -3-
<PAGE>

                                     




                                    EXHIBIT INDEX


Exhibit
   No.                             Description of Exhibits
- --------                         ----------------------------

  99.1         Press  Release  issued by 360  Communications  Company and ALLTEL
               Corporation on June 23, 1998 announcing that, at separate special
               meetings  held  on  June  23,  1998,  the  shareholders  of  both
               companies  approved the previously  announced  proposed merger of
               the two companies.  The companies also announced that the Federal
               Communications Commission has approved the transaction.
 



                                       -4-

For more information contact:                For more information contact:

ALLTEL                                       360 Communications Company

Shawne S. Leach  (501) 905-8991              Linda Wait (773) 399-2284
Vice President-Investor Relations            Director-Investor Relations

George S. Smith  (501) 905-8117              Margaret Kirch Cohen (773) 399-2385
Vice President-Media Services                Director-Corporate Communications

Release date:                  June 23, 1998


                 SHAREHOLDERS APPROVE ALLTEL-360 MERGER

FOR IMMEDIATE RELEASE         
         ALLTEL and 360 Communications  Company announced today that, at special
meetings held June 23 in Little Rock, Ark., and in Chicago, shareholders of both
companies approved the merger of the two companies.  The Federal  Communications
Commission approved the transaction June 22.
         The companies expect to complete the merger effective July 1.
         The  combined  company  is  one  of the  largest  independent  wireless
carriers  in the country and has a dominant  presence  in the  Southeast  United
States. It will utilize an integrated network and operational  infrastructure to
deliver a full set of communication  services to its 5.6 million  communications
customers in 22 states.
         360  Communications,  which  had  revenues  of $1.3  billion  in  1997,
provides  wireless voice and data services to 2.6 million customers in more than
100 markets  throughout  15 states.  The company  also offers  residential  long
distance and paging services.
         ALLTEL  is a  customer-focused,  information  technology  company  that
provides wireline and wireless communications and information services.

ALLTEL, NYSE: AT
www.alltel.com
360, NYSE: X0
www.360.com


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